Liberty Media Corporation Announces Special Stockholder Meeting Relating to Split-Off and DIRECTV Business Combination
ENGLEWOOD, Colo., Oct. 22 /PRNewswire-FirstCall/ -- Liberty Media Corporation ("Liberty Media") (Nasdaq: LCAPA, LCAPB, LINTA, LINTB, LMDIA, LMDIB) announced today that the registration statement on Form S-4 filed by Liberty Entertainment, Inc. ("LEI"), a wholly owned subsidiary of Liberty Media, in connection with the split-off of LEI from Liberty Media (the "Split-Off"), has been declared effective by the Securities and Exchange Commission ("SEC") and that Liberty Media has commenced mailing the definitive proxy statement/prospectus relating to a special meeting of the holders of Liberty Entertainment common stock. At the special meeting, the holders will be asked to vote on, among other things, the Split-Off and the business combination transaction between LEI and The DIRECTV Group, Inc. (the "DTV Business Combination"). Holders of record of Liberty Entertainment common stock at 5 p.m., NYC time, on October 9, 2009, the record date for the special meeting, are eligible to vote at the special meeting. The special meeting will be held on November 19, 2009 at 9:30 a.m., NYC time, at Sheraton New York Hotel & Towers, 811 7th Avenue (53rd Street), New York, NY 10019, Tel. No. (212) 581-1000.
If the proposal relating to the Split-Off receives the requisite stockholder approval at the special meeting, then, assuming all other conditions to the Split-Off are satisfied or waived, Liberty Media will redeem, pursuant to its charter, 90% of the outstanding shares of Liberty Entertainment common stock in exchange for all of the outstanding shares of common stock of LEI promptly following the special meeting. However, the Split-Off may not be completed prior to the first to occur of the satisfaction of the conditions to the DTV Business Combination (other than those which may only be satisfied at closing) or the termination of the related Merger Agreement. At this time, Liberty Media anticipates that the date of the redemption will be the same date as the special meeting. On the date of the redemption, Liberty Media will redeem 0.9 of each outstanding share of Liberty Entertainment common stock for 0.9 of a share of the corresponding series of common stock of LEI. LEI will hold Liberty Media's 57% interest in DIRECTV, a 100% interest in Liberty Sports Holdings, LLC, a 65% interest in Game Show Network, LLC and approximately $80 million in cash and cash equivalents, and will be the obligor on approximately $2 billion of indebtedness. All of the businesses, assets and liabilities currently attributed to Liberty Media's Entertainment group that are not held by LEI would remain with Liberty Media and continue to be attributed to the Entertainment group, which Liberty Media expects to redesignate as the Liberty Starz group.
If the proposals relating to the DTV Business Combination receive the requisite stockholder approval at the special meeting, then, assuming all other conditions to the DTV Business Combination are satisfied or waived, and the related Merger Agreement has not been terminated, then, promptly following the special meeting and immediately after the completion of the Split-Off, the parties will complete the DTV Business Combination and each of LEI and DIRECTV will become wholly owned subsidiaries of a new public company to be named DIRECTV ("Holdings"). In the DTV Business Combination, (i) each share of LEI Series A common stock will be exchanged for 1.11111 shares of Holdings Class A common stock (subject to adjustment), (ii) each share of LEI Series B common stock (oth